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派能科技: 国泰海通证券股份有限公司关于上海派能能源科技股份有限公司详式权益变动报告书之财务顾问核查意见
Zheng Quan Zhi Xing· 2025-06-16 12:18
Core Viewpoint - The financial advisor, Guotai Junan Securities Co., Ltd., has conducted a thorough review of the detailed equity change report for Shanghai PAI Neng Energy Technology Co., Ltd., confirming the authenticity and completeness of the disclosed information [1][6][24]. Summary by Sections Financial Advisor's Responsibilities - The financial advisor has fulfilled its due diligence obligations and believes there are no substantial discrepancies between its professional opinions and the information disclosed by the obligated party [2][6]. - The advisor emphasizes that its review does not constitute investment advice and that it bears no responsibility for any investment decisions made by investors based on its opinions [2][6]. Equity Change Details - The equity change involves a cash dividend distribution of 10.40 yuan per 10 shares and a capital reserve increase, resulting in a total share capital change to 245,359,249 shares [5][14]. - The controlling shareholder, Zhongxing New, increased its shareholding from 43,218,677 shares (24.61%) to 60,506,148 shares (24.66%) following the equity change [5][15]. Financial Performance of the Obligated Party - The obligated party, Zhongxing New, has shown a steady financial performance over the last three years, with total assets increasing from 19,432.46 million yuan to 22,496.42 million yuan [10]. - The net profit for the last three years was reported as 881.51 million yuan, 964.69 million yuan, and 790.44 million yuan, respectively [10]. Compliance and Governance - Zhongxing New has not faced any administrative or criminal penalties in the last five years, indicating a strong compliance record [11]. - The management team of Zhongxing New has not been involved in any significant legal disputes or penalties related to the securities market [11]. Future Plans and Independence - The obligated party does not plan to change the main business operations of Shanghai PAI Neng in the next 12 months and aims to maintain the company's independence [17][19]. - There are no plans for significant adjustments to the management team or the company's articles of association [18][19]. Related Transactions and Conflicts of Interest - The equity change will not introduce new competition, and Zhongxing New has committed to avoiding any conflicts of interest with Shanghai PAI Neng [19][20]. - Existing related transactions, such as property leasing and material sales, will continue to be conducted at market prices to ensure fairness [20]. Conclusion - The financial advisor concludes that the equity change complies with relevant laws and regulations, and the detailed equity change report is accurate and complete [24].